0000950103-23-009302.txt : 20230626 0000950103-23-009302.hdr.sgml : 20230626 20230626202145 ACCESSION NUMBER: 0000950103-23-009302 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230615 FILED AS OF DATE: 20230626 DATE AS OF CHANGE: 20230626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONEX CORP CENTRAL INDEX KEY: 0000937226 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043803 BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: P O BOX 700 CITY: TORONTO ONTARIO CANA STATE: A6 FORMER NAME: FORMER CONFORMED NAME: ONEX CORP ET AL DATE OF NAME CHANGE: 19950209 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARTZ GERALD W CENTRAL INDEX KEY: 0001275599 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043798 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex Capital Solutions GP, LLC CENTRAL INDEX KEY: 0001982760 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043801 BUSINESS ADDRESS: STREET 1: C/O ONEX CREDIT MANAGEMENT LLC STREET 2: 930 SYLVAN AVENUE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 BUSINESS PHONE: 201-541-2121 MAIL ADDRESS: STREET 1: C/O ONEX CREDIT MANAGEMENT LLC STREET 2: 930 SYLVAN AVENUE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OMI Partnership Holdings Ltd. CENTRAL INDEX KEY: 0001982797 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043802 BUSINESS ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET P.O. BOX 700 CITY: TORONTO STATE: A6 ZIP: M5J 2S1 BUSINESS PHONE: 1 (416) 362-7711 MAIL ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET P.O. BOX 700 CITY: TORONTO STATE: A6 ZIP: M5J 2S1 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex Capital Solutions GP, LP CENTRAL INDEX KEY: 0001982761 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043800 BUSINESS ADDRESS: STREET 1: C/O ONEX CREDIT MANAGEMENT LLC STREET 2: 930 SYLVAN AVENUE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 BUSINESS PHONE: 201-541-2121 MAIL ADDRESS: STREET 1: C/O ONEX CREDIT MANAGEMENT LLC STREET 2: 930 SYLVAN AVENUE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex Capital Solutions Holdings, LP CENTRAL INDEX KEY: 0001982762 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39439 FILM NUMBER: 231043799 BUSINESS ADDRESS: STREET 1: C/O ONEX CREDIT MANAGEMENT LLC STREET 2: 930 SYLVAN AVENUE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 BUSINESS PHONE: 201-541-2121 MAIL ADDRESS: STREET 1: C/O ONEX CREDIT MANAGEMENT LLC STREET 2: 930 SYLVAN AVENUE CITY: ENGLEWOOD CLIFFS STATE: NJ ZIP: 07632 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ATI Physical Therapy, Inc. CENTRAL INDEX KEY: 0001815849 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-NURSING & PERSONAL CARE FACILITIES [8050] IRS NUMBER: 851408039 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 790 REMINGTON BOULEVARD CITY: BOILINGBROOK STATE: IL ZIP: 60440 BUSINESS PHONE: 630-296-2223 MAIL ADDRESS: STREET 1: 790 REMINGTON BOULEVARD CITY: BOILINGBROOK STATE: IL ZIP: 60440 FORMER COMPANY: FORMER CONFORMED NAME: Fortress Value Acquisition Corp. II DATE OF NAME CHANGE: 20200622 3 1 dp195765_3-onex.xml FORM 3 X0206 3 2023-06-15 0 0001815849 ATI Physical Therapy, Inc. ATIP 0000937226 ONEX CORP 161 BAY STREET P.O. BOX 700 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001982797 OMI Partnership Holdings Ltd. 161 BAY STREET P.O. BOX 700 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001982760 Onex Capital Solutions GP, LLC 161 BAY STREET P.O. BOX 700 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001982761 Onex Capital Solutions GP, LP 161 BAY STREET P.O. BOX 700 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001982762 Onex Capital Solutions Holdings, LP 161 BAY STREET P.O. BOX 700 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001275599 SCHWARTZ GERALD W 161 BAY STREET P.O. BOX 700 TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 Series A Preferred Stock 20000 I See Footnote Series B Preferred Stock 9126 I See Footnote Series I Warrants (right to acquire) Class A Common Stock 13240 I See Footnotes Series II Warrants (right to acquire) Class A Common Stock 14634 I See Footnotes Convertible PIK Notes Class A Common Stock 730166 I See Footnotes Reflects shares of Series A Preferred Stock of the Issuer held by Onex Capital Solutions Holdings, LP ("OCS"). Reflects shares of Series B Preferred Stock of the Issuer held by OCS. Reflects warrants to acquire shares of Class A Common Stock of the Issuer ("Common Stock") held by OCS ("Series I Warrants"). The Series I Warrants may be exercised by at any time prior to their expiration on February 24, 2027. The exercise price of the Series I Warrants is $150.00 per share. Reflects warrants to acquire shares of Common Stock held by OCS ("Series II Warrants"). The Series II Warrants may be exercised at any time prior to their expiration on February 24, 2027. The exercise price of the Series II Warrants is $0.50 per share. Reflects senior second lien secured convertible PIK notes held by OCS ("Notes"). The aggregate principal amount of the Notes is $9,127,076.88, and the Notes accrue interest at a rate of 8.00% per annum. Subject to earlier conversion in accordance with their terms, the Notes will become due and payable on August 24, 2028 (the "Maturity Date") in an amount equal to the principal amount of the Notes outstanding on such date (plus any accrued but unpaid interest thereon). All or any portion of the Notes may be converted at the election of the Reporting Persons at any time prior to the close of business on the business day immediately preceding the Maturity Date into a number of shares of Common Stock, determined by dividing (a) the outstanding balance of the principal amount of the Notes being converted (together with the accrued but unpaid interest thereon) as of the applicable conversion date, by (b) a conversion price of $12.50, which such conversion price is subject to certain anti-dilution adjustments in accordance with their terms. This number represents the number of shares of Common Stock issuable upon conversion of the Notes if the Reporting Persons elect to convert the Notes based on the principal amount of the Notes (as described in footnote (5) above) and the conversion price (as described in footnote (6) above). Onex Corporation ("Onex") owns all of the equity of OMI Partnership Holdings Ltd. ("OMI"), which is the sole member of Onex Capital Solutions GP, LLC ("OCS GP LLC"), which is the general partner of Onex Capital Solutions GP, LP ("OCS GP LP"), which is the general partner of OCS. Accordingly, Onex may be deemed to beneficially own the reported securities held by OCS. [Gerald W. Schwartz, the Chairman of Onex, indirectly owns shares representing a majority of the voting rights of the shares of Onex, and as such may be deemed to beneficially own all of the reported securities beneficially owned by Onex.] Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. Exhibit 99 - Joint Filer Statement Onex Corporation, by: /s/ Andrea Daly, Managing Director--General Counsel 2023-06-26 OMI Partnership Holdings Ltd., by: /s/ Steve Gutman, Authorized Signatory 2023-06-26 Onex Capital Solutions GP, LLC, by: /s/ Steve Gutman, General Counsel 2023-06-26 Onex Capital Solutions GP, LP, by: /s/ Onex Capital Solutions GP, LLC, its general partner 2023-06-26 Onex Capital Solutions Holdings, LP, by: /s/ Onex Capital Solutions GP, LP, its general partner and Onex Capital Solutions GP, LLC, its general partner 2023-06-26 Gerald W. Schwartz, by: Andrea Daly, Attorney-in-fact 2023-06-26 EX-99 2 dp195765_3-ex99.htm EXHIBIT 99

Exhibit 99

Joint Filer Information

Each of the following joint filers has designated Onex Corporation as the “Designated Filer” for purposes of the attached Form 3:

1.	OMI PARTNERSHIP HOLDINGS LTD. 161 Bay Street P.O. Box 700 Toronto, ON, Canada, M5J 2S1

2.	ONEX CAPITAL SOLUTIONS GP, LLC 161 Bay Street P.O. Box 700 Toronto, ON, Canada, M5J 2S1

3.	ONEX CAPITAL SOLUTIONS GP, LP 161 Bay Street P.O. Box 700 Toronto, ON, Canada, M5J 2S1

4.	ONEX CAPITAL SOLUTIONS HOLDINGS, LP 161 Bay Street P.O. Box 700 Toronto, ON, Canada, M5J 2S1

5.	GERALD W. SCHWARTZ 161 Bay Street P.O. Box 700 Toronto, ON, Canada, M5J 2S1

Date of Event Requiring Statement: June 15, 2023

Issuer Name and Ticker or Trading Symbol: ATI PHYSICAL THERAPY, INC. [ ATIP ]

Onex Corporation, by: /s/ Andrea Daly, Managing Director—General Counsel

OMI Partnership Holdings Ltd., by: /s/ Steve Gutman, Authorized Signatory

Onex Capital Solutions GP, LLC, by: /s/ Steve Gutman, General Counsel

Onex Capital Solutions GP, LP, by: /s/ Onex Capital Solutions GP, LLC, its general partner

Onex Capital Solutions Holdings, LP, by: /s/ Onex Capital Solutions GP, LP, its general partner and Onex Capital Solutions GP, LLC, its general partner

Gerald W. Schwartz, by: Andrea Daly, Attorney-in-fact

Date: June 26, 2023